Common Contracts

2 similar null contracts by Modigene Inc.

Roth Capital Partners, LLC 11100 Santa Monica Blvd, Ste. 550 Los Angeles, CA 90025
Modigene Inc. • December 2nd, 2008 • Pharmaceutical preparations • California

This letter (the “Agreement”) amends, restates and supersedes in its entirety a previous letter agreement between Modigene Inc. (the “Company”) and Roth Capital Partners, LLC and Spencer Trask Ventures, Inc. (“Roth and Spencer Trask” or “Placement Agents”) dated June 28, 2006 (the “June Agreement”). Pursuant to this Agreement, Roth shall serve as non-exclusive placement agent and Spencer shall serve as the co-placement agent for the Company, on a “best efforts” basis, in connection with the proposed offer and private placement (the “Offering”) by the Company of securities of the Company (the “Securities”). It is currently contemplated that the Offering will raise up to $15 million and that the closing of the Offering will occur simultaneously with a reverse merger with a publicly-traded company to be determined by the Company (a “Merger”).

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Roth Capital Partners, LLC 11100 Santa Monica Blvd, Ste. 550 Los Angeles, CA 90025
Modigene Inc. • May 14th, 2007 • Services-mailing, reproduction, commercial art & photography • California

This letter (the “Agreement”) amends, restates and supersedes in its entirety a previous letter agreement between Modigene Inc. (the “Company”) and Roth Capital Partners, LLC and Spencer Trask Ventures, Inc. (“Roth and Spencer Trask” or “Placement Agents”) dated June 28, 2006 (the “June Agreement”). Pursuant to this Agreement, Roth shall serve as non-exclusive placement agent and Spencer shall serve as the co-placement agent for the Company, on a “best efforts” basis, in connection with the proposed offer and private placement (the “Offering”) by the Company of securities of the Company (the “Securities”). It is currently contemplated that the Offering will raise up to $15 million and that the closing of the Offering will occur simultaneously with a reverse merger with a publicly-traded company to be determined by the Company (a “Merger”).

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